Terms and Conditions

 

 

PicallEx Terms and Conditions of Service

Last modified: February 1, 2024

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Welcome to the PicallEx LLC Terms and Conditions of Use and Service Level Agreement (jointly

“Terms”) . This is an agreement between you or the entity you represent (hereinafter the

“Client” and/or “Clients” or “Customer” or “You”) and PicallEx LLC (hereinafter “PicallEx”). If you

are entering into this agreement on behalf of a company, organization, or other legal entity

(hereinafter “Company”), You agree to these Terms for that Company and represent to PicallEx

that You have the authority to bind such Company and its affiliates to these Terms, in which case

the terms Client, You or a related capitalized term in this document shall refer to said Company

and its affiliates. If You do not have such authorization or if You do not agree with these Terms,

You must not use or authorize any use of the services provided by PicallEx. These Terms govern

and help define PicallEx’s relationship with You when You interact with our online business

platform and collaboration software. In this way, we will establish the behaviors that we expect

from you to use our Services, as well as what you can expect from us. This document describes

the intellectual property rights and indicates the procedure in case of problems or

discrepancies. In addition to these Terms, we also have a privacy policy (“Privacy Policy”) and a

service level agreement (“SLA”). We recommend that you read the Privacy Policy to better

understand how information can be updated, managed, exported and deleted. By accepting

these Terms, you agree to be legally bound by them and our Privacy Policy. All capitalized terms

that are not defined in these Terms will have the same meaning as assigned to them in the

Privacy Policy.

SERVICE DESCRIPTION:

Thank you for using PicallEx services!

When talking about PicallEx, we will refer to PicallEx LLC, a company incorporated in the state

of Florida, United States with address at 8400 NW 36th St Suite 450, Doral, FL 33166, United

States. PicallEx is responsible for integrating multiple channels for the management of potential

clients, and for providing follow-up to the subsequent sales or appointment process, including

the return on investment in advertising integrated with other tools and own developments,

(hereinafter “Service” or ” Services”) in addition to providing clients – through its related entity –

with an alternative internet advertising channel for their products and/or services that is

focused on the creation and optimization of digital campaigns and strategies, offering both the

design and development of landing pages, the configuration and management of social

networks, advertising campaigns on social networks and other digital platforms, creation of

company profiles, creation and execution of communications by email and text message for the

promotion of their products and/or services and the creation and the development of graphic

and audiovisual material for advertising products (individually named as the “Connected

Services”). You may use the Services for your personal and business use or for internal business

purposes within the organization you represent. You may connect to the Services using any

Internet browser supported by the Services. You are responsible for obtaining internet access

and equipment necessary to use the Services.

ACCEPTANCE OF THE TERMS

The Client must be of legal age, have the capacity to enter into a binding contract with us and not

be prevented from doing so under any applicable law in order to accept the Terms. If You do not

agree or cannot comply with the Terms, please do not use any of our Services. By checking the

checkbox indicating your agreement to the Terms, executing an order form that references the

Services, or otherwise using the Services, you agree to these Terms.

CHANGES TO THE TERMS

We may modify these Terms from time to time to reflect changes in the law or in the PicallEx

Services. You will be notified of such changes by reasonable means (before they become

effective). Your continued use of PicallEx’s services shall indicate your approval and consent to

the above-mentioned changes. You agree that we will not be liable to You or any third party for

any modification of the Terms. We will archive prior versions of these Terms for your review. If

You wish to stop using the Service due to the updated Terms, You may contact PicallEx to

terminate Your account. The effective date indicated at the beginning of this document indicates

the last date of changes made to the Terms.

USER REGISTRATION OBLIGATIONS

You must register for a user account by providing all information necessary to access or use the

Services. Access to PicallEx services is conditional on the correct entry of the username and

password. In this registration process you will receive an email with a link to access the

platform, where the username and password will be determined in the email in which you

receive the welcome. You agree to modify the assigned password,so that the chosen password is

not knowable by PicallEx. If the User loses the password, he can generate a new one

automatically. If you represent an organization and wish to use the Services for internal

corporate use, we recommend that you and all other users in your organization register for user

accounts by providing your corporate contact information. In particular, we recommend that

you use your corporate email address. You agree to: a) provide true, accurate, current and

complete information about You as prompted by the registration process; and b) maintain and

promptly update the information provided during registration to keep it true, accurate, current

and complete. If you provide any information that is untrue, inaccurate, not current, or

incomplete, or if PicallEx has reasonable grounds to suspect that such information is untrue,

inaccurate, not current, or incomplete, PicallEx may terminate your user account and refuse

current or future use of any or all Services. PicallEx is not responsible for any damages suffered

by You and You specifically hold PicallEx harmless and agree to indemnify PicallEx for said

damages in the event that the username and/or password is compromised by Your or any of

Your users to whom you have provided the username and password or a third-party non

PicallEx.

ORGANIZATION ACCOUNTS AND AUTHORIZED CONTACT

When you sign up for an account for your organization, you become the owner. Owners shall

have the right to configure the Services according to their requirements and to manage end

users in their organization’s account.

If a third party creates and sets up your organization’s account on your behalf, be sure to enter

into an appropriate agreement with that third party that specifies the third party’s roles and

restrictions as part of your organization’s account.

Accounts managed by other people. In the event that you have expressly stated your decision

to link your account with one or more third parties, it will acquire the status of authorized

contact (the “Authorized Contact”). Consequently, You must consider that: (i) PicallEx may share

the information related to your activity or your account with the Authorized Contact. However,

for sharing information that includes personal data and/or confidential information, a signed

informed consent from you is recommended to ensure data protection (ii) the Authorized

Contact may have access to your account (including viewing or modify aspects of your profile or

your registration information) and make decisions, among them and with respect to the

contracted services or products, may increase or improve them, which may mean an increase in

the fees to be paid (iii) it is the responsibility of the owner enter into an appropriate agreement

with such Authorized Contact that specifies the third party’s roles and restrictions regarding

access to and management of your organization’s account in order to avoid unintended

consequences. The fact that the owner appoints an Authorized Contact and grants him the

powers indicated above does not imply the decision to make a change in the ownership of the

account or its original owner.

PicallEx will not adjudicate property related disputes or any other internal business disputes

regarding management. Subsequent account ownership changes must be supported by

appropriate legal documentation. If PicallEx is unable to determine the valid owner of the

account, PicallEx reserves the right to suspend or terminate the account and the Services.

Similarly, PicallEx reserves the right to disconnect the Services immediately if it determines, in

its sole and absolute discretion, that the same user is using the Services from two or more

devices at the same time. PicallEx will not be responsible for the loss of information that may

occur due to the deactivation of the Service due to simultaneous uses.

RESPONSIBLE FOR THE ACCOUNT

You are solely responsible for: i) guaranteeing the confidentiality of access information, that is,

user identification and passwords to access your account; ii) the access and use of the Services,

including all the activities and operations carried out, unless said access or use of the Services is

a demonstrative result of negligence on the part of PicallEx personnel; iii) appoint competent

persons; iv) ensure that all activities that occur in connection with your organization’s account

comply with these Terms and the Privacy Policy v) take steps to ensure that your organization

does not lose control of accounts. You agree to notify us immediately of any unauthorized use of

your user account and may specify a process to be followed to regain control of the account by

sending an email to sos@picallex.com, provided that the process is acceptable to PicallEx. You

understand that PicallEx is not responsible for account administration and internal management

of the Services for You. PicallEx will not be liable for any loss or damage caused to you or any

third party as a result of any unauthorized access to your account and You agree to indemnify

PicallEx for the aforementioned damage or loss.

RESTRICTIONS OF USE

PicallEx has established certain basic rules for You to follow when using the Services. We trust

that you will use the Services responsibly and this is what we expect from our Customers. In

addition to what is established in these Terms, You agree not to carry out or allow third parties

to carry out the following conduct:

● transfer the Services or make them available to third parties;

● probe, analyze, or test the vulnerability of systems or networks, or breach security or

authentication measures;

● use the Services to transmit viruses, malware or other harmful code, or use the Services

in any way that could damage, disable, overburden, impair or damage any server,

network, computer system, resource of PicallEx;

● access, tamper with, or use non-public areas or portions of the Services; interfere with

or cause annoyance to a user, a host or a network with viruses, overloads, denial of

service, spam;

● attempt to decipher, decompile, reverse engineer, or otherwise discover the source code

of any Software that makes up the Services;

● access, search for, or create accounts for the Service by means other than public-use

interfaces (for example, “scraping” or bulk account creation);

● submit altered, misleading, or false information to identify sources, such as IP spoofing

or identity theft, or promote or advertise products or services other than your own

without proper authorization;

● use the Services to engage in behavior that is ab

● harassing or intimidating, as well as posting or sharing indecent content or illegal

pornography, or that includes extreme acts of violence or terrorism;

● use the Services for the transmission of material that infringes or may infringe the

intellectual property or other rights of another, remove or alter any copyright, trademark

or other intellectual property notices contained in the Service or provided through the

Service;

● violate the privacy of others or post any personal or confidential information belonging

to any person or entity without obtaining consent;

● use the Services to engage in dangerous, illegal or fraudulent activities or to directly or

indirectly promote such activities. This prohibition includes promoting or supporting

pyramid schemes or similar activities and using the Services to record or monitor a

telephone call or other communication without obtaining consent as required by

applicable law;

● use the Service with content that in any way restricts or inhibits another user from using

and enjoying our website and/or the Services;

● modify the software in any other way or form, and use modified versions of the software

for any purpose, including to gain unauthorized access to the Software Service.

Violations of system or network security may result in civil or criminal liability,

accessing another account without the permission of the user who owns the account, or

using the Services for phishing schemes.

PicallEx may suspend or terminate your use of the Services as provided in these Terms. Anyone

may report a violation of this section by reporting the violation by sending an email to:

legal@picallex.com. We encourage everyone to report suspected violations. There may be

instances where we are limited in how we can respond to reported violations, but we want to

know about this activity.

BETA SERVICE SUBSCRIPTION

At its sole discretion and eligibility guidelines, PicallEx may offer to certain Customers certain

Services as open or closed beta services for the purpose of testing and evaluation (“Beta

Services”). Beta Services are not considered “Services” under these Terms; however, the use

restrictions will apply equally to Your use of the Beta Services. You agree that we have the

discretion to determine the period of time to test and evaluate the Beta Services. PicallEx will

evaluate the success of such tests and make the decision, if any, to offer the Beta Services as

commercial services. Customer shall have no obligation to purchase a subscription to use any

paid Service as a result of its subscription to any Beta Service. PicallEx reserves the right to

discontinue in whole or in part, at any time and from time to time, temporarily or permanently,

any of the Beta Services with or without notice. Customer agrees that PicallEx is not liable to you

or any third party for any damages related to, arising out of, or caused by the modification,

suspension, or discontinuation of any of the Beta Services for any reason.

PERSONAL INFORMATION AND PRIVACY

Personal information that You provide to PicallEx through the Service is governed by PicallEx’s

Privacy Policy. Your acceptance of these Terms of Service indicates Your acceptance of the terms

of the PicallEx Privacy Policy.

COMMUNICATIONS FROM PICALLEX

The Service may include certain communications from PicallEx, such as service announcements,

administrative messages, and newsletters. You understand that these communications will be

considered part of the use of the Services. As part of our policy to provide you with complete

privacy, we also provide you with the option to opt out of receiving our newsletters. Any notice

or information that you want to provide in relation to PicallEx’s Services (for example, the

cancellation notice, payment authorizations, invoices, changes in the payment method,

administrative messages, service announcements) will be effective if it is done by written

electronically only by sending an email to the email address sos@picallex.com. You can modify

your established address to receive notifications by prior notice to the PicallEx email address.

INFORMATION DISCLOSURE POLICIES

If we receive a complaint from any person against You regarding your activities as part of the use

of the Services, we will send the same to the primary email address of Your user account. You

must respond to the communication within 24 hours of receipt. If You do not respond within 24

hours from the date of our email, we may release Your name and contact information to the

claimant to enable them to take legal action against You. You understand that Your failure to

respond to the submitted claim within the 24-hour time limit will be construed as Your consent

for PicallEx to release your name and contact information to the claimant.

RATES AND PAYMENTS

When You purchase a subscription plan with PicallEx, the means for You to enter Your payment

method information is provided. You must provide accurate and complete information regarding

a valid payment method that you are authorized to use. You must immediately notify PicallEx of

any change in your billing address and you must update your account with any change related to

your payment method. By completing the details for a subscription plan, You authorize PicallEx

to charge Your payment method on a recurring basis for: (a) The applicable subscription plan

charges, (b) All applicable taxes, and (c) Any other charge incurred in connection with the use of

the Services. Said charges will be prepaid or postpaid, according to the type of Service and the

billing method indicated in the corresponding order form. Your subscription will automatically

renew at the end of each term, unless you inform us that you do not wish to renew your

subscription within the time set forth below. At the time of automatic renewal, the subscription

fee will be charged to the last credit card used by you. If you do not wish to renew your

subscription, you must notify us at least fifteen (15) days prior to your billing date. If You do not

notify PicallEx in writing of the cancellation of the prepaid subscription, You are deemed to have

authorized PicallEx to collect the applicable fee. In the case of postpaid billing, You must pay in

full what is owed for the Services actually provided, even if you previously decide to request the

cancellation of the Services. To the extent permitted by applicable law, payments are

non-refundable and no refunds or credits will be given for partially used subscription periods.

PicallEx reserves the right to modify the rates and/or prices applicable to the Services and will

notify said decision in a timely manner. PicallEx does not represent or warrant that a particular

subscription plan will be offered indefinitely and reserves the right to change prices or alter

features and options in a particular subscription plan with prior notice. Any increase in charges

will not apply until the expiration of your current billing cycle.

INACTIVE USER ACCOUNT POLICY

If seven (7) calendar days have elapsed since the invoice was issued, payment of the Services

provided by PicallEx and/or any of the Connected Services provided by entities related to

PicallEx has not been made satisfactorily, we may suspend your access to the Services and/or to

the Connected Services until we obtain a valid form of payment. Twenty (20) days after the

suspension of the Services and/or to the Connected Services without you having paid the

amounts owed, PicallEx may terminate the Services and/or to the Connected Services provided

and terminate the contractual relationship for reasons attributable to the Client. Once the

Service and/or to the Connected Services has been terminated, in order to request reactivation,

the Customer must pay a reactivation cost that is set in accordance with PicallEx’s business

decisions (“Reactivation”). Each Service will be considered an independent and separate service

for the purpose of calculating the period of inactivity. In order to access the Service Data (except

Personal Data), the Client must pay the unpaid balance according to the conditions provided in

these Terms. PicallEx reserves the right to restrict access, portability, delete, disable or

quarantine any data or other content if PicallEx reasonably believes that the Client has violated

the conditions established in the Terms and in cases where there are unpaid balances. Unless

legally prohibited from doing so or where PicallEx is legally required to take immediate action,

PicallEx will use commercially reasonable efforts to notify Customer by email when taking any

of the above actions. PicallEx shall not be liable to Customer for any modification, suspension or

discontinuance of Customer’s rights to access and use the Services and Service Data.

SUSPENSION AND TERMINATION

You may stop using our Services at any time subject to the notice requirements set forth herein.

PicallEx reserves the right to suspend or cancel access to the Services in the following cases:

(a) If You flagrantly or repeatedly breach the obligations set forth in these Terms or the Privacy

Policy (b) If You use the Services in a way that could create a real risk of damage or loss to

PicallEx or other users, or (c) If we must do so to comply with a legal requirement or court

order. PicallEx will provide reasonable advance notice via the email address associated with

your account to resolve the issue we contacted you about and give you the opportunity to export

the files from our Services. If after such notice, the Client does not take the measures that we

request, we will cancel the access to the Services. We will not provide notice of termination

when doing so would create legal liability for us or jeopardize our ability to provide the Services

to other users. We may terminate a suspended or disabled user account after twenty (20) days.

Once the Service has been terminated, and to request rehabilitation, the Customer must pay the

corresponding Reactivation and must not have unpaid balances on the PicallEx Services or

outstanding debts under the Connected Services. Termination of the user account will include

denial of access to all Services. We will also cancel your user account if requested. You have the

right to terminate your user account if PicallEx breaches its obligations under these Terms.

INFORMATION RETENTION

We maintain the data in your account as long as you choose to use the PicallEx Services and

comply with the payment terms. In the event of termination, within thirty (30) days following

the effective date of termination of the Services and upon Customer’s request sent to the email

indicated in these Terms, PicallEx will make the data available for export or download, except

Service data that (i) has been previously deleted, (ii) has been created and/or used in violation

of these terms, (iii) is prohibited by law or court order or if (iv) there is an unpaid balance in the

Contracted service. Thereafter, PicallEx will have no obligation to maintain or provide any

Service Data. Once the Service has been terminated, thirty (30) days after termination and to

request reactivation, the Customer must pay a reactivation cost that is set in accordance with

PicallEx’s commercial decisions. In order to retain access to the Service Data, you must keep at

least one user contract active. Consequently, in the case of accounts with more than one user, if

at least one of the users is active, the account will not be considered inactive and the

aforementioned deletion process will not operate. Service Data will eventually be removed from

the active database during the next cleanup which occurs once every six (6) months. Data

deleted from the active database will be removed from backups after this period.

EXTENSIVE FILES AND APPLICATIONS

PicallEx may provide sample files and applications to demonstrate the ability to use the Services

effectively for specific purposes. The information contained in such sample files and applications

consists of random data. PicallEx makes no warranties, express or implied, as to the accuracy,

usefulness, completeness, or reliability of the information or the sample files and applications.

INTELLECTUAL PROPERTY

The intellectual property rights associated with the Services, the rights to their content, code

and applications, text, graphics, logos, button icons, images, data compilations and software,

among others, are the exclusive property of PicallEx. All Services and content provided are

protected by trademark, copyright, intellectual property, and other laws in both the United

States and other countries. You must comply with and maintain all copyright notices and

restrictions set forth in any content accessed through the Services. Except as otherwise

expressly authorized by these Terms, by applicable law, or by a separate agreement, you may not

copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or

distribute any part of any of the Services without our prior written permission or that of the

applicable third party. By making any copyrighted content available on any of the Services, You

represent that You have the consent, authorization or permission, as the case may be, of each

person who may claim any right in such content to make such content is made available in that

manner and you agree to indemnify PicallEx for any violation of trademark and/or copyright

law in Your content.

Except as expressly provided herein, we do not grant You any express or implied rights in the

Services or in our or any third party’s intellectual property. We grant you a limited, personal,

non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the

Services only in the manner presented. At the same time, PicallEx shall have a royalty-free,

worldwide, transferable, sublicensable, assignable, irrevocable, perpetual license to implement,

use, modify, commercially exploit, incorporate into the Services, or use any suggestions,

enhancement requests, recommendations, or other feedback. that we receive from you or other

third parties acting on your behalf.

THIRD PARTY APPLICATIONS

PicallEx is integrated with or may interact with third party applications, websites and services

(hereinafter “Third Party Applications”) to make the PicallEx Services available to you. These

Third Party Applications may have their own terms and conditions of use and privacy policies,

and Your use of these third party applications and devices will be governed by and subject to

those terms and conditions and privacy policies. Customer understands and agrees that PicallEx

is not responsible, and Customer indemnifies and holds PicallEx harmless, for the behavior,

features, or content of any Third Party Application or any transaction Customer may enter into

with the provider of such Third Party Applications, nor does it guarantee the compatibility or

continued compatibility of applications and devices. of third parties with the Service.

SEPARABILITY OR INTEGRITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or

unenforceable, that provision will be modified by the court and construed to the best of its

ability so as to enforce the original provision to the fullest extent permitted by law, and the other

provisions of these Terms will remain in effect.

RELATIONSHIP BETWEEN PARTIES

At all times, You and PicallEx are independent contractors and are not agents or representatives

of the other. These Terms are not intended to constitute a joint venture, partnership, or franchise

relationship between the parties. You must not represent to anyone that you are an agent of

PicallEx or that you are authorized to bind or engage PicallEx in any way without PicallEx’s prior

written permission.

NON-COMPETITIVE ACCESS

You may not access the Services if you are a direct competitor of PicallEx, unless you obtain

PicallEx’s express written consent in advance. You may not access the Services for competitive

purposes.

ASSIGNMENT PROHIBITION

You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute,

timeshare or otherwise commercially exploit or resell the Services to any third party, unless

PicallEx expressly agrees otherwise in writing.

COMPREHENSIVE AGREEMENT

These Terms constitute the entire agreement and supersede any prior agreement between You

and PicallEx and any and all prior or contemporaneous statements, understandings, writings,

undertakings or representations relating to its subject matter. There are no oral promises,

conditions, representations, understandings, interpretations or terms of any kind between the

Parties, unless expressly stated otherwise in this document. Headings used herein are for

convenience only and should not affect the interpretation of the terms.

CONFIDENTIALITY

Confidential Information means (a) all information disclosed by PicallEx to Client (the

“Recipient”) that is in tangible form and designated as confidential or that is information,

regardless of its form, that a reasonable person would understand to be confidential given the

nature of the information and the circumstances of its disclosure, and (b) the specific terms and

conditions of these Terms, and any modifications and additions thereto, between the parties.

Confidential Information shall not include any information that: (i) has been or becomes public

knowledge, through no fault of Recipient or as a result of breach of these Terms; (ii) was

rightfully in the Recipient’s possession at the time of such disclosure, without any restriction on

use or disclosure; (iii) was independently developed by the Recipient without the use of the

confidential information of the disclosing party; or (iv) was lawfully obtained by Recipient from

a third party that was under no obligation of confidentiality and without restrictions on use or

disclosure. During and after agreeing to these Terms, the Recipient of the Confidential

Information shall: (a) use the other party’s Confidential Information solely to exercise its

respective rights and fulfill its respective obligations under these Terms; (b) he shall not disclose

such Confidential Information to a third party, except as necessary to comply with an order or

subpoena of any administrative agency or court of competent jurisdiction; and (c) protect such

Confidential Information from unauthorized use and disclosure to the same extent that it

protects your own Confidential Information or information of a similar nature.

NO REQUEST

During the Term of these Terms and for a period of one (1) year from the termination of the

Services, Customer shall not, directly or indirectly, employ or solicit the employment or services

of any employee or independent contractor of PicallEx without the prior written consent of

PicallEx.

DISCLAIMER OF WARRANTIES

PICALLEX WILL MAKE ALL REASONABLE EFFORTS TO KEEP THE SERVICE IN GOOD

OPERATION. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS

AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

PICALLEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PICALLEX DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,

UNLESS OTHERWISE PROVIDED IN WRITING. USE OF ANY MATERIAL DOWNLOADED OR

OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND

RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER

SYSTEM, MOBILE PHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE

SERVICES. OR THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER

WRITTEN OR ORAL, OBTAINED BY YOU FROM PICALLEX, ITS EMPLOYEES OR

REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

THESE TERMS SHALL NOT LIMIT NON-WAIVABLE WARRANTIES.

LIMITATION OF LIABILITY

YOU AGREE THAT PICALLEX SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL,

INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER LOSS OR DAMAGE, OR FOR LOST

BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS DATA

OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OR INABILITY TO USE THE

SERVICE, EVEN IF PICALLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN

NO EVENT SHALL PICALLEX’S TOTAL LIABILITY TO YOU WITH RESPECT TO ANY SERVICE,

WHETHER DIRECT OR INDIRECT, EXCEED THE FEES YOU PAID FOR SUCH SERVICE,

ACCORDING TO THE CONTRACT PERIOD. LIABILITY TO YOU IS NOT EXCLUDED OR LIMITED IF

IT WOULD BE ILLEGAL TO DO SO IN THESE JURISDICTIONS. Each provision of the Terms that

sets forth a limitation of liability, disclaimer of warranties, or exclusion of damages represents

an agreed allocation of risk and is an essential element of the basis of the bargain between the

parties.

INDEMNITY

You agree to indemnify and hold PicallEx, its officers, directors, employees, suppliers and

affiliates harmless from any claim or demand from other customers and/or users or third

parties for the use of the Services or for your breach of the Terms and Policy of Privacy, as well

as against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising

out of or related to any claim that exists if you have used the Services in violation of the rights of

another party, in violation from which any law, in violation of any provision of the Terms, or any

other claim related to your use of the Services, except where such use is authorized by PicallEx.

You agree not to settle any matter in which we are named as a defendant and/or for which you

have indemnification obligations without PicallEx’s prior written consent.

CURRENT LAW

These Terms shall be governed by and construed in accordance with the laws of the State of

Florida, USA, without prejudice to any provision of private international law.

DISPUTE RESOLUTION

Before filing a claim against PicallEx, You agree that You must attempt to resolve the dispute

informally by emailing legal@picallex.com with respect to any claim or dispute. We will

communicate with you by said means to try to resolve the dispute informally. If the dispute is

not resolved within thirty (30) days of submission, You or PicallEx may initiate formal

proceedings as set forth below.

ARBITRATION

Any controversy or claim arising out of or related to the Terms will be resolved as follows:

(a) in the event the amount of damages sought are less than $8,000.00 then Parties are

directed to file suit, venue being agreed upon as Miami-Dade County Court.

(b) if the damages sought are $8,001 or greater then by binding arbitration in accordance

with the commercial arbitration rules of the American Arbitration Association. Any such

controversy or claim will be arbitrated on an individual basis and will not be

consolidated in any arbitration with any claim or controversy of any other party. The

arbitrator’s decision will be final and unappealable. The arbitration will take place in

Miami-Dade County, Florida and judgment on the arbitration award may be entered in

any court having jurisdiction over it.

Notwithstanding anything to the contrary, PicallEx may, at any time, seek injunctive or other

forms of equitable relief or bring any dispute over the validity of intellectual property rights to a

court of competent jurisdiction.

PicallEx Service Level Agreement

As of July 13, 2022

This document is provided solely for the convenience of the interested party. The English

version of this service level agreement shall prevail and under no circumstances shall the

Spanish language version of this service level agreement be construed to modify the English

language version thereof or to apply in any way to the relationship Between the parts.

This service level agreement for PicallEx Services (hereinafter “SLA”) forms part of the terms

and conditions of Services agreed between You and PicallEx. All capitalized terms not defined in

this SLA shall have the same meaning assigned to them in the Terms.

If We fail to achieve and maintain Service levels for each service as described in this SLA, you

may be eligible for a credit against a portion of Your monthly Service fees.

We may modify this SLA from time to time. We will post this revised SLA on the website with a

“last updated” date. You will be notified of such changes by reasonable means (before they

become effective) in order to obtain your consent. By continuing to use the PicallEx Services

after the revisions take effect, you agree to be bound by the modified SLA. You agree that We will

not be liable to You or any third party for any modification of the SLA.

Definitions

Service level: These are the service level performance standards set forth in this SLA that

PicallEx undertakes to comply with in the delivery of the Services.

Monthly Uptime Percentage: Calculated by subtracting from 100% the percentage of minutes

during the month that any of the PicallEx Included Services were in an unavailable state.

Downtime: Occurs if a PicallEx Included Service is not available to a Customer.

Service Credit: These are the amounts that can be credited to you after an approval of a PicallEx

claim.

Service Commitment

During the subscription term for which PicallEx has agreed to provide You with a given Service,

PicallEx will be operational and available to You at least 99% of the time in any calendar month

(the “Service Level”). If the Monthly Uptime Percentage does not meet the Service Level in any

calendar month, and You have met Your obligations under the Terms and this SLA, You will be

eligible to receive a credit from the following way:

Monthly uptime percentage less than Service credit

99% 10%

Service credits apply only to fees paid for the particular Service for which a Service Level was

breached. These service credits awarded in any billing month for a particular Service will not,

under any circumstances, exceed your monthly Service fees for that Service in the billing month.

You will be entitled to a credit based on the monthly fees billed for the affected Service that you

provisioned in the month in which you experienced such failure if you are on a monthly

subscription plan. Customers with prepaid accounts may, upon written request, receive service

level credits in the form of a cash refund, calculated by applying the service level credit

percentage against one-twelfth (1/12) of the annualized prepaid amount.

Credit application procedure:

(a) In order to receive a service credit, You must submit a claim to the email address

sos@picallex.com. To be eligible, the service credit claim must be received by PicallEx within

fifteen (15) days after the end of the calendar month in which the SLA failure occurred and must

include:

(i) the applicable calendar month, date, time (including time zone), duration, and Affected

Services with respect to each alleged incident that contributed to a failure of the SLA for which

the claim is made, the affected account, and evidence documented evidence that substantiates

the incident claimed by You.

(b) Any failure by You to provide sufficient details and other information to confirm and

substantiate the service credit claim as required will disqualify You from receiving a service

credit for such claim. At the same time, service credit will be granted as long as your account is

fully paid, with no outstanding payment issues or disputes.

(c) If a service credit claim is made in accordance with this Section 3 and PicallEx has confirmed

that an SLA failure has occurred, then PicallEx will apply the applicable service credit.

(d) Except as expressly set forth herein, a service credit will not entitle You to any refund or

other payment from PicallEx. Service credits are the sole and exclusive measure of

compensation for any performance or availability issues with a service subject to the Terms and

this SLA. Service credits cannot be transferred or applied to any other account.

Exclusions

The Service Level commitment will not include unavailability due to:

(a) use of the Services in a manner not authorized under the Terms or contrary to this SLA by

you, or your employees, agents, contractors or suppliers, or anyone who obtains access to

PicallEx through your passwords or equipment, or as a result of your failure to follow proper

security practices;

(b) force majeure events or other factors beyond PicallEx’s reasonable control, including, but not

limited to, natural disasters, wars, acts of terrorism, riots, government action, or network or

device failure external to PicallEx’s data centers ;

(c) your equipment, software, network connections or other infrastructure;

(d) use of services, hardware, or software not provided by PicallEx, including, but not limited to,

problems related to inadequate bandwidth or related to third party software or services,

equipment, applications, plug-ins, software, or technology;

(e) routine scheduled maintenance or reasonable emergency maintenance;

(f) arising from the suspension and termination of your rights by PicallEx;

No Service Level Commitment or Service Credits are provided for:

(i) free, proof-of-concept, beta, or trial sandbox instances or services.

END OF TERMS AND CONDITIONS

If you have any questions or concerns regarding these Terms, please contact us at

sos@picallex.com

8400 NW 36th St Suite 450, Doral, FL 33166, United States. +1 786 279 4222.

sos@picallex.com